Dialogic Diva Installation Manual page 6

License Agreement for Use of Software
Right to Audit
If this Program is licensed for use in a Company, Your Company and You individually and
collectively agree to keep all usual and proper records and books of accounts and all usual
proper entries relating to each installation of the Program during the term of this
Agreement and for a period of three (3) years thereafter. During this period, Dialogic may
cause an audit to be made of the applicable records in order to verify Your compliance
with this Agreement and prompt adjustment shall be made to compensate for any errors
or omissions disclosed by such audit. Any such audit shall be conducted by an independent
certified public accountant selected by Dialogic and shall be conducted during the regular
business hours at Your offices and in such a manner as not to interfere with Your normal
business activities. Any such audit shall be paid for by Dialogic unless material
discrepancies are disclosed. For such purposes, "material discrepancies" shall mean three
percent (3%) or more of the Authorized Users within the Company. If material
discrepancies are disclosed, Your Company agrees to pay Dialogic for the costs associated
with the audit as well as the license fees for the additional licensed channels or additional
authorized users. In no event shall audits be made more frequently than semi-annually
unless the immediately preceding audit disclosed a material discrepancy.
Supplementary Software
Any Supplementary Software provided with the Program and/or referred to in this
Agreement is provided "as is" with no warranty of any kind.
Miscellaneous
You acknowledge that You have read this Agreement, that You understand it, and that
You agree to be bound by its terms and conditions, and You further agree that this is the
complete and exclusive statement of the Agreement between the Dialogic and You ("the
Parties"), which supersedes and merges all prior proposals, understandings and all other
agreements, oral and written, between the Parties relating to the Program. You agree to
indemnify and hold harmless Dialogic and its subsidiaries, affiliates, suppliers, officers,
directors and employees from and against any claim, injury, loss or expense, including
reasonable attorneys' fees, arising out of (i) Your failure to comply with the provisions of
this Agreement, or (ii) any other wrongful conduct by or on behalf of You. This Agreement
applies to all updates, future releases, modifications and portions of the Program
contained in or merged into other programs. This Agreement may not be modified or
altered except by written instrument duly executed by Dialogic. No action, regardless of
form, arising out of this Agreement or the use of the Program may be brought by You
more than two (2) years after the cause of action has first arisen. Except as provided
herein, neither this Agreement nor any rights granted are assignable or transferable, and
any assignment or transfer will be null and void. If You authorize any other person to
copy the Program, You shall obligate that person in writing to comply with all conditions
of this Agreement. Dialogic shall have the right to collect from You its reasonable expenses
incurred in enforcing this agreement, including attorney's fees. The waiver or failure of
Dialogic to exercise in any respect any right provided for herein shall not be deemed a
waiver of any further right hereunder. All rights and remedies, whether conferred
hereunder or by any other instrument or law, will be cumulative and may be exercised
singularly or concurrently. Failure by either Dialogic or You to enforce any term or
condition of the Agreement will not be deemed a waiver of future enforcement of that or
any other term or conditions. The terms and conditions stated herein are declared to be
severable. Should any term(s) or condition(s) of this Agreement be held to be invalid or
unenforceable the validity, construction and enforceability of the remaining terms and
conditions of this Agreement shall not be affected. It is expressly agreed that Dialogic
and You are acting as independent contractors under this Agreement. These terms and
conditions will prevail notwithstanding any different, conflicting or additional terms and
conditions that may appear on any other agreement between Dialogic and You. Deviations
from these terms and conditions are not valid unless agreed to in writing in advance by
an authorized representative of Dialogic. Any notices sent to Dialogic under this
Agreement must be sent by registered mail or courier to the attention of Dialogic's legal
department at the address below or such other address as may be listed on
www.dialogic.com from time to time as being Dialogic's Montreal headquarters.
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